MAXTOR CORPORATION
AND
STATE STREET BANK AND TRUST COMPANY
Trustee
---------------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of January 11, 1996
Supplementing the Indenture Dated as of March 1, 1987
Between Maxtor Corporation
and
Security Pacific National Bank, as succeeded by
State Street Bank and Trust Company, Trustee
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5-3/4% Convertible Subordinated Debentures due 2012
FIRST SUPPLEMENTAL INDENTURE, dated as of January 11, 1996 (this
"Supplemental Indenture"), among MAXTOR CORPORATION, a Delaware corporation
(the "Company") and STATE STREET BANK AND TRUST COMPANY, a national
banking association organized and existing under the laws of the United
States of
America, as Trustee (the "Trustee") under the Indenture (as defined below).
W I T N E S S E T H:
WHEREAS, the Company has duly issued its 5-3/4% Convertible
Subordinated
Debentures due 2012 (the "Debentures") pursuant to an Indenture, dated as of
March 1,
1987, between the Company and the Trustee (the "Original Indenture," the
Original
Indenture as amended by this Supplemental Indenture is hereinafter referred
to as the
"Indenture");
WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of November 2, 1995 by and among Hyundai Electronics
America
("Hyundai"), Hyundai Acquisition, Inc., a wholly-owned subsidiary of Hyundai
("Sub"),
and Maxtor, Sub will be merged with and into Maxtor which will be the
surviving
corporation and a wholly-owned subsidiary of Hyundai (the "Merger") effective
as of the
effective time of the Merger (the "Effective Time");
WHEREAS, pursuant to the Merger Agreement, as of the Effective Time,
each
issued and outstanding share of the Maxtor Common Stock will be converted
into the
right to receive a cash payment of $6.70 per share (the "Offer Price");
WHEREAS, Section 1310 of the Indenture provides that in the event of a
merger
of Maxtor with another corporation, then Maxtor or the successor corporation,
as the
case may be, shall execute with the Trustee a supplemental indenture
providing that the
Debentures are convertible only into the kind and amount of securities, cash
or other
property receivable upon such merger by a holder of a number of shares of
Common
Stock issuable upon conversion of such Debentures immediately prior to such
merger;
WHEREAS, Section 901 of the Indenture provides that Maxtor, when
authorized
by the resolutions of the Board of Directors, and the Trustee may enter into
a
supplemental indenture to make provision with respect to the conversion
rights of the
holders of Debentures pursuant to the requirements of Section 1310 without
the consent
of the holders of any of the Debentures at the time outstanding;
WHEREAS, on November 2, 1995, the Company's Board of Directors
approved
this Supplemental Indenture;
WHEREAS, all acts and things necessary to make this Supplemental
Indenture a
valid instrument legally binding on the Company for the purposes expressed
herein, in
accordance with its terms, have been done and performed;
NOW, THEREFORE, the Company covenants and agrees with the Trustee for
the equal and proportionate benefit of the respective holders from time to
time of the
Debentures, as follows:
ARTICLE I
Conversion of Debentures
Section 1.1. As of the Effective Time, in accordance with Section
1310 and
Article Eight of the Indenture, Section 1301 is hereby amended to read in its
entirety as
follows:
"Section 1301. Conversion Privilege and Conversion Price.
Subject to and upon compliance with the provision of this
Article, at the
option of the Holder thereof, any Debenture or any portion of the
principal
amount thereof which is $1,000 or any integral multiple of $1,000 may
be
converted at the principal amount thereof, or of such portion thereof,
into a cash
payment equal to $6.70 times the number of shares of Common Stock of
the
Company (calculated as to each conversion to the nearest 1/100 of a
share) into
which such Debenture or any portion of the principal amount thereof is
convertible into, at the conversion price, determined as hereinafter
provided, in
effect at the time of conversion. Such conversion right shall expire
at the close of
business on March 1, 2012. In case a Debenture or portion thereof is
called for
redemption, such conversion right in respect of the Debenture or
portion so called
shall expire at the close of business on the business day prior to the
Redemption
Date, unless the Company defaults in making the payment due upon
redemption.
The price at which shares of Common Stock shall be delivered
upon
conversion (herein called the "conversion price") shall be initially
$40.00 per share
of Common Stock. The conversion price shall be adjusted in certain
instances as
provided in paragraphs (1), (2), (3), (4), (7) and (8) of Section
1304."
ARTICLE II
Notation on Debentures
Notwithstanding the changes and modifications contained in this
Supplemental
Indenture, the Company need not exchange outstanding Debentures for new
Debentures
modified as to reflect the substance of this Supplemental Indenture, but, in
accordance
with Section 906 of the Indenture, Debentures authenticated and delivered
after the
Effective Time shall bear a notation in form approved by the Trustee for the
purpose of
reflecting the provisions of this Supplemental Indenture.
ARTICLE III
Miscellaneous
Section 3.1. If for any reason any provision of this Supplemental
Indenture shall
be determined to be unenforceable or invalid, the remaining provisions of
this
Supplemental Indenture shall nevertheless be fully enforceable and valid as
if the
unenforceable or invalid provision had been originally deleted.
Section 3.2. This Supplemental Indenture shall be governed by the
laws of the
State of New York applicable to contracts made and wholly performed within
the State
of New York.
Section 3.3. Except as expressly amended by this Supplemental
Indenture, the
Indenture shall continue in full force and effect in accordance with its
terms.
Section 3.4 The recitals contained herein, except the Trustee's
certificates of
authentication, shall be taken as the statements of the Company and the
Trustee assumes
no responsibility for their correctness. The Trustees makes no
representations as to the
validity or sufficiency of this Supplemental Indenture.
Section 3.5. This Supplemental Indenture may be executed in any
number of
counterparts, each of which shall be an original, but such counterparts shall
together
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly signed, and their respective corporate seals to be
hereunto affixed
and attested, as of the date first written above.
MAXTOR CORPORATION
[SEAL]
By:
Name:
Title:
Attest:
By:
Name:
Title:
STATE STREET BANK AND
TRUST COMPANY
[SEAL]
By:
Name:
Title:
Attest:
By:
Name:
Title:
